Positivo Tecnologia’s shares are listed and registered for trading under the ticker “POSI3” of the Novo Mercado segment of B3 S.A., which has the highest requirements for differentiated corporate governance practices.
The shares of Positivo Tecnologia assure its holders all the rights guaranteed to the shares issued by the Company, pursuant to the terms provided for in the Company’s Bylaws, Brazilian Corporation Law and Novo Mercado Regulation, among which:
- The right to vote in shareholders’ meetings, wherein each share entitles its holder to one vote;
- The right to be paid a mandatory dividend in each year of not less than 25% of the net income for the year, as adjusted pursuant to article 202 of the Brazilian Corporation Law, as amended;
- in the event of direct, or indirect, sale of the control of Positivo Tecnologia, even if carried out through a series of transactions, the sale must be conducted subject to the suspensive or resolute condition that the acquirer of the control carries out a tender offer to purchase the shares of the other shareholders, observing the terms and conditions provided for by the current legislation and the Novo Mercado Listing Regulation (“Novo Mercado Regulation”), in order to assure that they receive the same treatment given to the selling controlling shareholder;
- in the event of cancellation of the Company‘s registration as a publicly-held company, or the delisting of the Company from the Novo Mercado segment of B3 S.A., shareholders have the right to sell their shares through a tender offer, to be launched by the controlling shareholder, for an amount that corresponds to, at least, the respective economic value of the shares as appointed by an appraisal report prepared by a firm that is specialized and independent from Positivo Tecnologia, its management and controllers, and the decision-making powers of such individuals, being that said specialized company must have proven experience and shall be chosen, by the shareholders of the outstanding shares, at a shareholders‘ meeting from a nomination list of three specialized firms to be submitted by the Company’s Board of Directors.
- The right to receive the full amount of dividends and all other distributions and benefits granted to shareholders; and
- All other rights assured to common shareholders under the Brazilian Corporation Law, the Novo Mercado regulations and Positivo Tecnologia’s by-laws.
The complete financial statements are published annually in the newspapers Diário Oficial do Estado do Paraná, Metrópole and O Estado de São Paulo. Interim financial information, press releases, presentations, material facts and notices to shareholders are available in the investor relations section of the Positivo Tecnologia website (www.positivotecnologia.com.br/ir). Other information on the Company can also be found on the websites of the São Paulo Stock Exchange http://www.b3.com.br/pt_brr/pt_br and the Brazilian Securities and Exchange Commission www.cvm.gov.br
The complete financial statements are published annually in the newspapers Diário Oficial do Estado do Paraná and Indústria e Comércio. Interim financial information, press releases, presentations, material facts and notices to shareholders are available in the investor relations section of the Positivo Tecnologia website (www.positivotecnologia.com.br/ir). Other information on the Company can also be found on the websites of the São Paulo Stock Exchange (www.b3.com.br/pt_br/) nd the Brazilian Securities and Exchange Commission (www.cvm.gov.br).
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Positivo Tecnologia shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Positivo Tecnologia shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
Services to shareholders of Positivo Tecnologia are provided by Banco Itaú S.A., at any of its branches in the city of São Paulo and through the following telephone numbers:
3003 9285 (state capitals and metropolitan areas)
0800 720 9285 (other locations).
Addresses and contacts of specialized branches:
Rio de Janeiro
Contact person: Mônica Lopes Carvalho Rodrigues
Av. Almirante Barroso, 52- 2º andar – Centro
Contact person: Claudia A Germano Vasconcellos
R. Boa Vista, 176 – 1º Subsolo – Centro
Positivo Tecnologia S.A.
Rua Senador Accioly Filho, 1021 CIC
Curitiba – Paraná – Brazil
Phone: +55 (41) 3316-7887/7833/7857
Fax: +55 (41) 3316-7810
Paulo Eduardo Junqueira de Arantes Filho
Vice President of Finance and IR
Thomas Demaret Black
Financial and Investor Relations Coordinator
EBITDA comprises income before net financial expenses, income and social contribution taxes and depreciation and amortization. The calculation of EBITDA is not based on accounting principles adopted in Brazil, does not represent cash flow for the periods in question and should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as an indicator of liquidity. EBITDA does not have a standardized definition and our definition of EBITDA may not be identical to or comparable with the EBITDA or Adjusted EBITDA used by other companies.
Adjusted EBITDA comprises EBITDA, and the portion of the investment subsidy booked under current liabilities and recognized in the result as the mandatory investments in R&D relative to said amount are amortized. The calculation of Adjusted EBITDA is not based on accounting principles adopted in Brazil, does not represent cash flow for the periods in question and should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as an indicator of liquidity. Adjusted EBITDA does not have a definition and our definition of Adjusted EBITDA may not be identical to or comparable with the EBITDA or Adjusted EBITDA used by other companies.
Although the EBITDA and Adjusted EBITDA do not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Positivo Tecnologia management uses EBITDA and Adjusted EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA and Adjusted EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
- What documents do I need to provide to transfer shares?
- How can I change ownership title?
- What documents do I need to provide to update my personal registration data?
- How is credit from distribution events received?
- How can I subscribe to shares?
- How can I get my shareholder statement and/or my shareholding position?
The “Transfer of Registered/Book-Entry Shares, Quotas and/or Debentures” Form must be duly filled out, with notarized signatures of the assignor and assignee.
To transfer Quotas of Shares, the transaction amount must be filled out in the appropriate field.
1.1 – Individuals
Original or certified copy of a personal identification document, individual taxpayer’s ID and proof of residence of the assignor and assignee.
1.2 Legal Entities
The company’s legal representatives must provide:
Original documents or certified copies;
- Personal identification document, individual taxpayer’s ID and proof of residence for the company’s legal representatives and the same list of documents is required for the assignee;
- Articles of incorporation, Minutes of Election of the last Board of Executive Officers or document proving that the signatory person is the legal representative of the legal entity.
- Latest corporate alterations filed with the commerce registry. If the last alteration occurred more than one (1) year ago, submit a brief report issued by the commerce registry with the description of the alterations made.
Obs. When the legal entity if of sole proprietorship, the only document to be provided is the “sole proprietorship declaration”.
1.3 – Individuals
To transfer titles by means of a power of attorney, in addition to the assignor and the assignee’s documents, the following documents must also be provided:
- Original letter of power of attorney, with specific powers for transfer, including the name of the issuing company, type and number of shares to be transferred;
- Personal identification document, individual taxpayer’s ID and proof of residence of the attorney-in-fact.
1.4 Minors (aged 16 to 18)
The transfer form must be signed by the assisted minor and his/her legal guardian;
- Birth certificate and/or personal identification document and individual taxpayer’s ID of the minor, and the personal identification document, individual taxpayer’s ID and proof of residence of the legal guardian;
1.5 Minors (under the age of 16)
The transfer form must signed by the legal guardian;
- Birth certificate and/or personal identification document and individual taxpayer’s ID of the minor (if applicable);
- Personal identification document, individual taxpayer’s ID and proof of residence of the legal guardian.
1.6. Articles of Dissolution – Legal Entities
Signed by all shareholders, with notarized signatures. The form will be waived if the person for whom the shares are intended for is specified in the articles of dissolution. The following documents should be presented:
- Articles of dissolution;
- Personal identification document;
- Individual taxpayer’s ID;
- Proof of residence of the shareholders.
1.7 – Apportionment Document / Apportionment Certificate
Certified copy of the Apportionment Document. If the document is extensive, please send only the following pages:
- List of heirs;
- List of assets (shares involved and respective numbers);
- List of payment (apportionment);
- Apportionment approval;
In order to register the heirs, the following certified copies of their personal documents should be presented: individual taxpayer’s ID, proof of residence and proof of banking domicile.
1.8 – Court Order
Original or certified copy of the court order.
The document is for the sole purpose of transferring shares and must include:
- Name of the company issuing the shares;
- Respective number and type of shares to be transferred;
- Certified copies of the heirs’ documents: individual taxpayer’s ID, personal identification document, proof of residence and proof of banking domicile.
If any benefit payment is overdue, and the court order authorizes such payments to be made, the amounts must be apportioned among heirs, according to their shares
The shareholder may present his/her share certificates to update/change ownership title of shares at any Itaú branch or at one of the Specialized Securities Branches.
The following documents are required:
- Original or certified copies of the shareholder’s personal identification document, individual taxpayer’s ID, proof of residence and proof of banking domicile;
- Share certificates;
The form must be filled out at the branch.
The shareholder may request to update his/her personal registration data at any branch or at Specialized Securities Branches.
3.1 – Individuals
Fill out the “Alteração Cadastral” form, which must be signed and attached to the following documents:
- Certified copy of the personal identification document
- Certified copy of the individual taxpayer’s ID;
- Certified copy of proof of residence;
- Simple copy of proof of banking domicile.
3.2 – Legal Entities
Fill out the “Alteração Cadastral” form, which must be signed by the company’s representatives and attached to the following documents:
- Address: certified or notarized copy of the Corporate Taxpayer‘s ID card or of the minutes in which the corporate alterations are described;
- Credit option: copy of proof of banking domicile.
In order to update blank corporate or taxpayer‘s ID fields, the shareholder must provide proof of share ownership.
In accordance with the criteria established by the client companies, Banco Itaú makes the payment of interest on equity, dividends and/or cash bonuses through:
- Credit to the current account, or savings account, of the shareholder/debenture holder, if he/she is a client of the bank;
- Wire transfer or electronic check for credit to the shareholder/debenture holder’s bank account at another financial institution;
- Money order on behalf of the shareholder/debenture holder, if he/she does not have a current account, or a savings account, at any bank.
The shareholder will receive the “Dividend Payment Notice” with payment information.
If the event of discrepancy in the credit option, or if the shareholder wishes to change it, or if no credit option has been selected, the shareholder must go to any of the bank’s branches with his personal identification document, individual taxpayer’s ID, proof of residence and proof of banking domicile.
For legal entities, the applicant must be the company’s legal representative and provide supporting documents attesting that he/she is in full exercise of his/her attorney powers, in addition to the company’s incorporation documents (articles of incorporation, bylaws, etc.), the latest corporate alterations (if alterations occurred more than one (1) year ago, please provide a brief report issued by the commerce registry describing the alterations), the Corporate Taxpayer‘s ID card and proof of banking domicile.
The money order credit option will only be valid for overdue amounts. This option does not remain in the shareholder’s registration data. Therefore, the shareholder must request a new “payment option” for subsequent payments.
The income tax due by the shareholder as a result of receipt of interest on equity, dividends and/or bonuses will be withheld at the time of payment, unless the shareholder is tax exempt, pursuant to legislation in force on the payment date.
The amounts shall be received by shareholders on the third business day following the update of his/her personal registration data in Banco Itaú S/A’s electronic files.
5.1 – Priority or preference period
This service is provided by any branch upon presenting the share subscription instrument sent by mail to the shareholder.
If the shareholder goes to the branch claiming to have lost the share subscription instrument, partial subscriptions and other unforeseen situations, the branch will use its internal procedures to issue a new share subscription instrument.
The assignor’s signature must be notarized in all granting of subscription rights.
5.2 – Residual shares
Residual shares of the preferred subscription period may be subscribed by shareholders who opted for residual shares in the initial share subscription instrument, provided that such right is defined in the company’s capital increase regulation.
A shareholder transaction statement with information on shareholding position is issued upon the receival of every bonus and deferred payment, and/or upon the exercise of subscription to shares.
For income tax purposes, shareholders will receive, on an annual basis, a letter stating their shareholding position on the last day of the fiscal year and a summary of the amounts received from dividends, interest on equity and, occasionally, amounts paid due to subscription to shares.
6.1 – Requested by the Client
6.1.1 – Network Branches – Shareholding Evolution and Position
Shareholding evolution and position may be requested by following these steps on the website: Serviços/Produtos; Acionistas; Extratos; Solicitação de Extrato de Posição Acionaria ou Solicitação de Extrato de Evolução Acionária.
The statement will be sent to the shareholder’s address registered in the bank’s share system.
Requests made by power of attorney will only be provided at the Specialized Securities Branches.
6.1.2 – Specialized Securities Branches
Any statements on shareholding positions will only be provided to the shareholder or his duly authorized attorney-in-fact.
The shareholder, or his attorney-in-fact, must provide his/her personal identification document, individual taxpayer’s ID, proof of residence and copy of the power of attorney letter, if applicable.